terms of use

 1.         Contractual Relationship
            a.         These TERMS OF USE (these “Terms”) govern your access and use of INNOVASIS INC.’s (“INNOVASIS”) mobile application, [Innovasis] (the “App”).  Please read these Terms carefully before accessing or using the App. 
            b.         Your access and use of the App constitutes your agreement to be bound by these Terms.  If you do not agree to these Terms, do not access or use the App.  Your acceptance of these Terms does not establish or create a requirement for INNOVASIS to maintain the App and INNOVASIS may terminate your access and use of the App or discontinue the App at any time.
            c.         INNOVASIS may change these Terms at any time and you will be required to accept these Terms, in their then-current form, each time you access or use the App.  Thus, your continued access or use of the App constitutes your continued consent to be bound by these Terms, as they may be amended from time to time.
            d.         Your access to or use of the App does not create an employer-employee, principal-agent or joint venture relationship between you and INNOVASIS.  You shall not be entitled to any benefits, coverages, or privileges, including, without limitation, social security, unemployment, workers’ compensation, medical or pension payments, or holiday/vacation pay or other such benefits made available to employees of INNOVASIS.
2.         The App
            a.         INNOVASIS is in the business of inventing and producing spinal implant and other surgical products.  The App allows INNOVASIS to seek feedback and input from you and other industry participants regarding the development of new products and the likelihood of the success or need of any such products.
            b.         Your use of the App will allow INNOVASIS to submit questionnaires and surveys to you for your completion.  You may use the App only to provide personal contact information and to respond to questionnaires and surveys.
            c.         You agree that you may not: (a) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, transmit, stream, broadcast or otherwise exploit the App except as expressly permitted by INNOVASIS; (b) decompile, reverse engineer or disassemble the App; (c) link to, mirror or frame any portion of the App; (d) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the App or unduly burdening or hindering the operation or functionality of any aspect of the App; or (e) attempt to gain unauthorized access to or impair any aspect of the App or its related systems or networks.
            d.         You agree and covenant that any information you provide to INNOVASIS through the App will not violate any other party’s intellectual property rights and that you have the right to disclose such information.
            e.         You are responsible for obtaining the data network access necessary to use the App.  Your network’s data rates and fees may apply if you access or use the App from a wireless-enabled device.  You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the App.  INNOVASIS does not guarantee that the App will function on any particular hardware or device.  In addition, the App may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
3.         Payment
            a.         INNOVASIS may compensate you as set forth in each questionnaire/survey the fair market value for your involvement in responding to the questionnaire or survey (the “Compensation”).
            b.         INNOVASIS will pay the Compensation to you within a reasonable time period of your completion of any questionnaire or survey.  All payments of the Compensation will be paid without deduction of tax, as all tax obligations are your responsibility.
4.         Confidentiality
a.         As part of any questionnaire or survey, INNOVASIS may provide you with information, designs, drawings, product specifications, devices, apparatus, data, know how, processes, samples, inventions, research and development, ideas, concepts, manufacturing methods, engineering, patents, copyrights, trademarks and other intellectual property and trade secrets that is not publically available (“Confidential Information”).
            b.         You agree to (a) safeguard and maintain the Confidential Information in strict confidence; (b) not disclose, make accessible, furnish or divulge the Confidential Information to any other person or entity; (c) not make any copy in whatever form of any Confidential Information; (d) not use the Confidential Information to the detriment of, or in competition with, INNOVASIS; and (e) indemnify, defend, and hold harmless INNOVASIS for your failure to maintain such obligations.
c.         This Section 4 shall survive termination of your contract with INNOVASIS.
5.         Compliance with Laws
a.         You agree to conduct yourself in full compliance with all applicable laws including, but not limited to, if you are a healthcare provider, federal, state and local Anti-Kickback statutes, Stark laws, and any other applicable fraud and abuse provisions.  You will not intentionally conduct yourself in a manner which violates any applicable law or regulation.  Furthermore, it is not a purpose of these Terms to induce referrals by healthcare providers. If you are a healthcare provider, you acknowledge there is no requirement, either express or implied, under these Terms, requiring you to refer any patients to INNOVASIS for products or services.  Also, if you are a healthcare provider, no Compensation will be paid by INNOVASIS in return for patient referrals or in return for purchasing, leasing, or ordering of any products or services from INNOVASIS; you acknowledge that no Compensation is determined by, or takes into account the volume or value of any future referrals or business; and, that nothing in these Terms shall be construed as requiring or authorizing any payments to be billed to or through any of your patients, including but not limited to Medicare.  You may refer patients to any entity providing such products or services, and you shall make referrals, if any, consistent with your professional medical judgment and your patient’s needs and wishes.  It is INNOVASIS’s intent that the structure and operations of this relationship shall meet the requirements of the Stark laws and Anti-Kickback Statute including, without limitation, one of the safe harbors to the Anti-Kickback Statute (42 U.S.C. § 1320a-7b) as described under 42 CFR § 1001.952.
b.         The contract created by these Terms shall terminate immediately on either party’s giving written notice to the other if such party determines that there is a substantial risk of being deemed in violation of any legal or regulatory requirement as interpreted by a governmental agency charged with enforcement; provided, however, that if such determination applies only to certain provisions of this contract, such determination shall not affect the remaining provisions of these Terms unless the failure to perform the affected provisions would defeat the essential purposes of these Terms.
c.         If you are a healthcare provider, you and INNOVASIS will both adhere to the AdvaMed Code of Ethics on Interactions with Health Care Professionals (which can be found online at www.advamed.org).
d.         If you are a healthcare provider, you agree to comply with any and all disclosure obligations to affiliated hospitals as required by affiliated hospitals.  You further agrees to provide a disclosure to any patient, as deemed necessary in the normal course of treating the patient, any financial relationship that you may deem to be significant.
e.         If you are a physician, you acknowledge and agree that INNOVASIS may be required, under the Physician Payments Sunshine Act, to disclose compensation payments to you to the Centers for Medicare and Medicaid Services.
6.         Notices.  Any notice required shall be in writing.  It shall be deemed to be received: (a) three (3) business days after being deposited in the United States mail, postage prepaid, certified mail; (b) on execution of written receipt when hand delivered; (c) one (1) day after being sent via overnight courier; and (d) upon the sender receiving confirmation that a facsimile transmission was completed successfully. The parties’ addresses and fax numbers are set forth in your profile in the App and on INNOVASIS’ website.
7.         Miscellaneous
            a.         Entire Agreement.  These Terms set forth the entire understanding and agreement of the parties and supersede all prior discussions, offers, proposals, arrangements, and understandings between the parties, whether written or oral.  There is no agreement or understanding between the parties other than as set forth in these Terms.
b.         Binding Nature.  You may not transfer or assign your rights or responsibilities under these Terms.  INNOVASIS may transfer or assign its rights or responsibilities under these Terms at any time.  These Terms shall be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.
c.         Governing Law.  These Terms shall be governed by and construed in accordance with the laws of the State of Utah and federal laws without giving effect to any choice or conflict of law provision or rule.
d.         Invalidity.  If any provision contained in these Terms shall be held to be illegal, invalid, unenforceable, or void in any respect, these Terms shall not be rendered null and void; and the validity, legality and enforceability of the remaining provisions contained in these Terms shall not be affected.
e.         Mediation / Arbitration. The parties shall negotiate in good faith to resolve any controversy, dispute or disagreement arising out of or relating to these Terms.  Any matter not resolved by negotiation shall be settled: (a) first, by the parties trying in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association (“AAA”) at a location in Utah, and (b) then, by binding arbitration administered by the AAA under its Commercial Arbitration Rules to be held in Salt Lake City, UT, before a single arbitrator.  Nothing in this Section shall prevent INNOVASIS from seeking relief (equitable or otherwise) through a court of law for your violations of Section 4.  If there is a dispute or disagreement which is non-arbitratable then the parties agree that any state or federal court in Utah shall have exclusive jurisdiction over any such dispute.